Your Directors here by present the 39th Annual Report on business andoperations of the Company together with the Audited statements of Accounts for thefinancial year ended on 31st March 2021.
[Amount in Lacs(Rs)]
|Particulars ||Financial Year 2020-21 ||Financial Year 2019-20 |
|Revenue from operations ||5263.96 ||1953.22 |
|Total Expenses ||5275.80 ||1943.51 |
|Profit (Loss) before Tax ||13.53 ||9.71 |
|Current tax ||1.8 ||1.5 |
|Profit/(Loss) for the period from Continuing Operations ||13.54 ||8.21 |
|Other Comprehensive Income ||0 ||0 |
|Total Comprehensive Income for the period ||13.54 ||8.21 |
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'SAFFAIR:
The financial year 2020-21 was one of the most challenging year for the IndianIndustry. While the Industry was on its path of recovery from a stressed working capitalsituation the widespread and substantive economic disruption caused by the COVID-19pandemic significantly impacted the Indian industry wide performance globally as well asin India.
The Total Income of the Company from operation increased by 171.94 % at Rs. 5263.96 (inlacs) (Previous year Rs. 1953.22 (in Lacs). The Total Expenses also increased by 171.46%to Rs.5275.80 (in lacs) from Rs. 1943.51 (in lacs). The Profit during the year was at Rs.13.54 (n lacs) against the previous year Profit of Rs. 8.21 (in lacs) the Net Profitafter tax stood at Rs. 13.54 (in lacs) for the year 2020-21 compare to Net Profit aftertax was Rs.8.21 (in lacs)/.
Your Directors place on record their deep sense of concern that due to carry forwardlosses your Directors are unable to declare any dividend to its shareholders.
TRANSFER TO RESERVES:
The Company does not propose to transfer any amount to Reserves for the period underreview.
The issued subscribed and paid up capital of the Company is Rs. 320500000 divided into32050000 equity shares of Rs. 10/- each. There has been no change in the share capital ofthe Company during the year.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company doesn't have any Holding/ Subsidiary/ Joint Ventures/ Associate Companiesat the start of the year during the year or at the end of the year and hence there is norequirement of giving the statement containing the salient feature of the financialstatement of the company's subsidiary or subsidiaries associate company or companies andjoint venture or ventures.
The Company has not invited/accepted any Deposit within the meaning of the Chapter V ofthe Companies Act 2013 other than exempted deposit as prescribed under the Companies Act2013. Hence there are no particulars to report about the deposit falling under Rule 8 (5)(v ) and ( vi ) of Companies ( Accounts ) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantee or Investments made by your Company under Section 186 ofthe Companies Act 2013 during the financial year 2020-21 is enclosed as an Annexure tothis Board's Report. During the year under review the company has not provided anysecurity falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
No material changes and commitments affecting the financial position of the companyhave occurred between the end of financial year to which the financial statements relateand the date of the Directors' Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANY'S OPERATIONS:
To the best of our knowledge the company has not received any such orders passed bythe regulators courts or tribunals during the year which may impact the going concernstatus or company's operati ons in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per the provisions of Section 152(6) of the Companies Act 2013 Mr. Mayank Mehta(DIN-01306423) shall retire by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for re-appointment as the Director of the Company.
i. Key Managerial Personnel:
The following persons were designated as Key Managerial Personnel as on 31.03.2021:
1. Mr. Mayank Mehta- Whole Time Director
2. Mr. Ketankumar vankani- Chief Financial Officer (w.e.f. 15th September2020)
Mr. Chetan Dilipkumar Jain Mr. Rohit Sunil Periwal and Ms. Parul Uday Patel wereappointed as an Additional Director of the Company w.e.f. 28th June 2021 andhold office up to the conclusion to ensuing Annual General Meeting. The Resolution forregularisation was proposed in the notice of annual general meeting.
1. Mr. Udaybhai Patel and Ms. Pravinaben Patel has resigned from the post of DirectorW.e.f. 28th June 2021. The Board has noted their contribution in the company.
2. Mr. Chetan Dilipkumar Jain and Mr. Rohit Sunil Periwal has resigned from the post ofDirector w.e.f 16th October 2021. The Board has noted their contribution in thecompany
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.
NUMBER OF MEETINGS OF THE BOARD:
The details of the number of meetings of the Board held during the Financial Year2020-21 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:-
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
Pursuant to the provisions of the Schedule IV clause VIII of the Companies Act 2013the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Appointment and RemunerationCommittees. The performance evaluations of Independent Directors were also carried out andthe same was noted. Independent Directors in their meeting decided to bring moretransparency in their performance and bring more responsibility while taking any policydecisions for the benefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence theinformation required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies(Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of eachdirector to the median remuneration of the employees of the Company for the Financial yearis not given.
AUDITORS AND AUDITORS' REPORT:
M/S Bhagat & Co. Chartered Accountants (FRN.:127250W) Ahmedabad StatutoryAuditors of the Company to hold office till the conclusion this AGM be and are herebyre-appointed as Statutory Auditors of the Company to hold office for a period of 3 yearsi.e. till the conclusion of the AGM to be held in the year 2023 at such remuneration asshall be fixed by the Board of Directors of the Company in consultation with them.
The observations made by the Auditors' in their Auditors' Report and the Notes onAccounts referred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Daksha Negi & Associates Company Secretaries in practice to undertakethe Secretarial Audit of the Company. The Secretarial Audit report in the prescribed FormNo MR-3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:-
|Sr. No. ||Qualifications made by Secretarial Auditor ||Explanations by the Board |
|a) ||Acknowledgement for sending the notices of the Meeting of the Board and Committees are not maintained by the company. ||The notice and agenda for the Board and committee meeting are sent by the email or hand delivery. The company will ensure to maintain to the acknowledgements for sending the notice of the meeting of the board and the committee. |
|b) ||Updating of website with regard to various policies is pending ||The company will take necessary steps to update website with regard to various policies which are pending. |
|c) ||The company has not complied with certain regulation of SEBI (LODR) Regulations 2015 as regards publication of Notice of Board Meeting Notice of AGM quarterly results. ||The company will take necessary steps to comply with the same. |
|d) ||As per section 138 of the Companies Act 2013 the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. ||The size of operation of the Company is very small it is not viable to appoint Internal Auditor but the Company has established the internal control system. |
|e) ||As per section 203(1)(i)(ii)&(iii) the Company is required to appoint Company Secretary. The Company has not appointed Company Secretary. ||Since the Company does not have any significant business activities hence the Volume and Scope of work for the Company Secretary is less and it is not a full time work and the job of Company Secretary is not attractive commensurate with the scope of work and salary. |
|f) ||The company has not maintained the attendance register for Board and committee meeting ||The company will take necessary steps to maintain the attendance register for board and committee meetings. |
|g) ||Statutory Registrar as per companies Act 2013 is yet to be updated. ||The company will take necessary steps to update Statutory Register as per companies Act 2013. |
|h) ||Certain event based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period. ||The company will ensure to file all relevant documents in time with ROC and other authorities as when required. |
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. The Company has adoptedthe policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies safeguarding of its assetsprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as prescribed under Section 92(3) of the Companies Act2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules2014 in the prescribed Form No. MGT 9 forming part of this report is annexed herewith.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibilityinitiative under the provisions of Section 135 of the Companies Act 2013 read with Rule9 of Companies (Corporate Social Responsibility Policy) Rules 2014 as the saidprovisions are not applicable.
REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Company has taken adequate steps to ensure thatall mandatory provisions of Corporate Governance as prescribed under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are complied with a separatesection titled Report on Corporate Governance together with a Certificate from thePracticing Company Secretary forms part of this Report.
A detailed Management Discussion & Analysis forms part of this Report.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy technology absorption etc. as required to begiven under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 are not applicable to Company as our Company has notcarried out in the manufacturing activities.
The foreign exchange earnings on account of the operation of the Company during theyear was Rs. Nil. PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isnot required to be given as there were no employees coming within the purview of thissection.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013: The Company has zero tolerance for sexual harassment atworkplace and has adopted a policy against sexual harassment in line with the provisionsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the rules framed thereunder. The Company has not received any sexual harassmentrelated complaints during the year 2020-21.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:
Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment & Remuneration) Rules 2014 every Listed Company mandates to disclose inthe Board's Report the ratio of the remuneration of each director to the permanentemployee's remuneration. However since there is no permanent employee in the Company nodisclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities hence the BusinessRisk is at the Minimal Level. Hence no major risk factors are envisaged except for:
a. Government Policies
b. Human Resource Risk
Pursuant to Section 177(9) of the Companies Act 2013 the company has adopted WhistleBlower Policy to deal with any instance of fraud and mismanagement. The employees of thecompany are free to report violations of any laws rules regulations and concerns aboutunethical conduct to the Audit Committee under this policy. The policy ensures that strictconfidentiality is maintained while dealing with concerns and also that no discriminationwith any person for genuinely raised concern.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
e) Directors have prepared the accounts on a "going concern basis".
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has made ourCompany successful in the business.
|Place: Ahmedabad Date:28.06.2021 ||For and on Behalf of the Board For EXDON TRADING COMPANY LIMITED SD/- |
| ||MAYANK MEHTA Chairman and Whole time Director DIN: 01306423 |